EXHIBIT 10.1

July 1, 2008

                              EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") made and entered into on this day of
July 1st, 2008 (the "Effective Date")

Between InkSure Technologies Inc, a Delaware corporation (the "Company"), with
offices at 1770 N.W. 64th Street, Suite 350, Fort Lauderdale, FL 33309
(hereinafter the "Company");

On the first part

And: Mr. Yaron Meerfeld, ID No. 05614338-1, a citizen of Israel, with an address
at 3 Yehezkel St. Ramat Gan, Israel (hereinafter the "Employee", and together
with the Company: the "Parties")

On the second part

WHEREAS     The Employee has been employed by the Company (and its
            subsidiaries) pursuant to employment agreements entered into between
            the Employee and the Company (and its subsidiaries) (Collectively:
            the "Previous Agreements"), and is currently employed as the
            Company's Chief Operation Officer ("COO"); and

WHEREAS     The Employee and the Company wish to amend the terms of their
            engagement with effect as of the Effective Date and onwards; and

WHEREAS     The Company is engaged in the development, production and marketing
            of (i) spectral analysis based machine readable anti-counterfeiting
            products and (i) synthetic aperture radar based chipless RFID
            technologies; and

WHEREAS     The Company has offered that the Employee shall serve, on a interim
            basis, also as the Company's Interim Chief Executive Officer
            ("CEO"), in addition to its position as COO, and the Employee agrees
            to be employed as such, all in accordance with the terms and
            conditions of this Agreement;

Now, therefore, in consideration of the mutual covenants and conditions
hereinafter set forth, it is agreed by the parties as follows:

1.    PREAMBLE

      The Preamble to this agreement forms an integral part thereof.

2.    POSITION

      2.1.  The Company shall continue to employ the Employee, and the Employee
            hereby agrees to continue to serve, as the COO of the Company, and,
            in addition, the Employee shall serve as the Company's Interim CEO
            until otherwise decided by the Company's board of directors, all
            effective as of the Effective Date.

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      2.2.  The Employee shall devote his full business time and efforts to the
            affairs of the Company, and shall have all the responsibilities and
            powers that usually apply to the positions held by the Employee,
            i.e.: as COO and, for the relevant period - also as CEO (in which
            period he shall also be considered a principal executive officer for
            purposes of SEC filings).

      2.3.  While serving as Interim CEO, the Employee shall report to the board
            of directors, and upon the termination of his office as Interim CEO
            the Employee shall report to the CEO of the Company.

      2.4.  The scope of the Employee's position in the Company shall include
            from time to time, at the Company's sole discretion, rendering the
            same services stipulated herein, in whole or in part, also to any of
            the Company's subsidiaries. For the avoidance of any doubt, the
            parties hereby stipulate that rendering such services as aforesaid
            shall constitute an integral part of the Employee's position in the
            Company and shall not entitle the Employee with any right to
            additional compensation, remuneration or fee whatsoever. It is
            further agreed, that should the Employee claim for or demand from
            the Company or any of its subsidiaries any compensation,
            remuneration or fee for services rendered by him to any of such
            subsidiaries, the Company shall set-off and reduce the Employee's
            remuneration under this Agreement with the same amount claimed by
            the Employee from the subsidiaries.

3.    SALARY

      3.1.  The Company shall pay the Employee a monthly salary of 45,000 IL
            gross (hereinafter the "Base Salary"), payable each month not later
            than the second day of the month.

            The Base Salary will be paid in NIS (New Israeli Shekel).

      3.2.  The Employee shall be entitled to reimbursement for all expenses
            incurred by him in the performance of his duties hereunder, pursuant
            to the Company's prevailing policy for such reimbursements, and in
            the absence of such established policy - as approved by the
            Company's board of directors (or its designees), provided that in
            any case the Employee shall provide the Company with all appropriate
            receipts.

      3.3.  The Employee and the Company both acknowledge and agree, that upon
            the mutual written agreement of the Company and the Employee, the
            Employee's salary may be paid by either of the subsidiaries on
            behalf of the Company, but always subject to Section 2.4. The
            Company further acknowledges that this section 3.3 does not affect
            the Company's obligation to pay the Employee's Base Salary or
            benefits pursuant to this Agreement.

4.    BENEFITS

      4.1.  The Company shall pay every month, an amount of 15.83% of the Base
            Salary to an insurance policy (hereinafter "Bituach Menahalim") in
            the name of the Employee.

            The Employee shall pay to such insurance policy, every month, an
            amount equal to 5% of the Base Salary.

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      4.2.  The Company shall pay every month, an amount equal to 7.5% of the
            Base Salary to an educational fund (hereinafter "Keren Hishtalmut")
            in the name of the Employee.

            The Employee shall pay to such fund, every month, an amount equal to
            2.5% of the Base Salary.

      4.3.  The Employee's payments pursuant to sections 4.1 and 4.2 above shall
            be deducted at source from the Base Salary.

      4.4.  All taxes due, if any pursuant to section 4.1 and 4.2 above shall be
            borne and paid by the company.

      4.5.  Not later than fourteen (14) days after the termination of this
            agreement, for any cause, the Company shall assign its rights to the
            Bituach Menahalim and the Keren Hishtalmut to the Employee.

      4.6.  The Parties hereby adopt the Israeli Labor Ministry warrant from
            30.6.98 and declare that the company's payment to the Bituach
            Menahalim (8.33% for the severance payment) shall constitute the
            company's whole obligation for severance payments according to
            section 14 of the severance payment law - 1963 (Israel).

      4.7.  The Employee shall be entitled to a vacation leave of twenty four
            (24) days per year, which may be carried forward from year to year.

      4.8.  The Company shall make available to the Employee a car for his
            exclusive use during the term of this Agreement. It is agreed that
            the car will be 2000cc or a car of a similar class.

      4.9.  The Company shall pay all costs associated with the car, whether
            fixed or variable, including without limitation, fuel, repairs and
            insurance including taxation. The Company shall gross all such
            payments up.

      4.10. The Employee shall be entitled to a complete medical checkup once a
            year.

      4.11. The Company shall cause the Employee to be included in its directors
            and officer's liability insurance, covering customary officers
            liabilities.

      4.12. The Company shall pay all bills for the use of one telephone line
            installed in the Employee's house, and one cellular telephone used
            exclusively by the Employee.

      4.13. The Employee shall be entitled to Dmey Havra'a as provided in a
            collective bargaining agreement to which the General Labor Union of
            the Workers in Israel is a party regarding the payment of Dmey
            Havra'a that is force and effect.

5.    NON DISCLOSURE, COMPETITIVE ACTIVITY AND OWNERSHIP OF INVENTIONS

      Simultaneously with the signing of this Agreement the Employee shall sign
      the Non-Disclosure, Unfair Competition and Ownership of Inventions
      undertaking in favor of the Company and any subsidiary and parent company
      of the Company, attached hereto as APPENDIX A, WHICH SHALL SURVIVE THE
      TERMINATION OF THIS AGREEMENT.

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6.    TERM AND TERMINATION

      6.1.  The Employee may terminate this Agreement for any reason upon
            one hundred and eighty (180) days' prior written notice, and the
            Company may terminate this Agreement for any reason upon two hundred
            and seventy (270) days' prior written notice (each such period being
            a "Prior Notice Period"), provided, however, that the Company may
            terminate this Agreement for a "justifiable cause" (as hereinafter
            defined) without prior notice. During the Prior Notice Period the
            Employee shall be entitled to payment of the Base Salary and all
            benefits pursuant to this Agreement.

            In addition, any unvested options for Company's shares held by the
            Employee shall continue to vest during the Prior Notice Period.

      6.2.  "Justifiable Cause" shall mean: (a) conviction of the Employee of a
            felony which in the Company's view is injurious to the Company; (b)
            any willful breach by the Employee of his fiduciary duties as an
            officer of the Company pursuant to court decision; provided,
            however, that the Company may not terminate the Employee's
            employment agreement for justifiable cause unless it has given the
            Employee (i) written notice of the basis for the proposed
            termination and (ii) if possible, at least fifteen (15) days during
            which the Employee shall be entitled to cure such basis.

7.    MISCELLANEOUS

      7.1.  This Agreement constitutes the entire understanding between the
            Parties with respect to the subject matter hereof and with respect
            to the period as of the Effective Date. Any prior understandings,
            undertakings or representations with respect to the subject matter
            hereof, written or oral, shall be of no force or effect. It is
            hereby clarified that the Previous Agreements shall have no further
            force or effect for the period as of the Effective Date and onwards.

      7.2.  This Agreement may be amended only by a document signed by both
            Parties.

      7.3.  No rights of any Party shall be prejudiced or restricted by an
            indulgence or forbearance to any party, and no waiver by any party
            in respect of any breach shall operate as a waiver in respect to a
            subsequent breach.

      7.4.  Any notice, demand, call or request under this Agreement
            (hereinafter a "Communication") which a Party may desire to serve,
            or be required to serve upon the other Party, shall be in writing
            and shall be deemed sufficiently served if: (a) delivered by hand;
            or (b) if sent by courier that guarantees delivery of such
            Communication within seventy two (72) hours, addressed to the other
            Party's address as set forth in the preamble to this Agreement; or
            (c) sent by facsimile or email with confirmation of receipt.

      7.5.  The addresses of the Parties for the purpose of this Agreement are
            as set forth in the preamble to this Agreement.

IN WITNESS WHEREOF, The Parties hereunto cause this Agreement to be duly
executed.


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INKSURE TECHNOLOGIES INC.

/s/ Phil Getter
-------------------

By: Philip Getter

Title: Chairman of the Board


YARON MEERFLED

/s/ Yaron Meerfeld
-------------------

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                                   APPENDIX A

THIS UNDERTAKING ("Undertaking") is entered into as of the 1st day of July,
2008, by Mr. Yaron Meerfeld, ID No. 05614338-1, a citizen of Israel, with an
address at 3 Yehezkel St. Ramat Gan, Israel (the "Employee").

WHEREAS     Employee has been employed by the Company (and its subsidiaries)
            pursuant to employment agreements entered into between the Employee
            and the Company (and its subsidiaries); and

WHEREAS     the Company and Employee are entering into a new employment
            agreement as of the date hereof;

NOW, THEREFORE, the Employee undertakes and warrants towards the Company and any
            subsidiary and parent company of the Company as follows:

1.    Confidential Information.

      1.1.  The Employee acknowledges that he has, and will have, access to
            confidential and proprietary information, including information
            concerning activities of the Company and any of its parent,
            subsidiary and affiliated companies, and that he has, and will have,
            access to technology regarding the product research and development,
            patents, copyrights, customers (including customer lists), suppliers
            (including suppliers lists), marketing plans, strategies, forecasts,
            trade secrets, test results, formulae, processes, data, know-how,
            improvements, inventions, techniques and products (actual or
            planned) of the Company and any of its parent, subsidiary and
            affiliated companies. Such information in any form or media, whether
            documentary, written, oral or computer generated, shall be deemed to
            be and referred to herein as "PROPRIETARY INFORMATION".

      1.2.  During the term of his employment or at any time after termination
            thereof for any reason, the Employee shall not disclose to any
            person or entity without the prior consent of the Company any
            Proprietary Information, whether oral or in writing or in any other
            form, obtained by the Employee while in the employment of the
            Company (including, but not limited to, the processes and
            technologies utilized and to be utilized in the Company's business,
            the methods and results of the Company's research, technical or
            financial information, employment terms and conditions of the
            Employee and other Company employees or any other information or
            data relating to the business of the Company or any information with
            respect to any of the Company's customers).

      1.3.  Proprietary Information shall be deemed to include any and all
            proprietary information disclosed by or on behalf of the Company
            irrespective of form, but excluding information that has become a
            part of the public domain not as a result of a breach of this
            Undertaking by the Employee.

      1.4.  The Employee agrees that all memoranda, books, notes, records
            (contained on any media whatsoever), charts, formulae,
            specifications, lists and other documents made, compiled, received,
            held or used by the Employee while in the employment of the
            Company, concerning the Company or its business (including its trade
            secrets) (the "MATERIALS"), shall be the Company's sole property and
            all originals or copies thereof shall be delivered by the Employee
            to the Company upon termination of the Employee's employment or at
            any earlier or other time at the request of the Company, without the
            Employee retaining any copies thereof.

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2.    UNFAIR COMPETITION AND SOLICITATION.

      The Employee acknowledges that the provisions of this Undertaking are
      reasonable and necessary to legitimately protect the Company's Proprietary
      Information, its property (including intellectual property) and its
      goodwill (the "COMPANY'S MAJOR ASSETS"). The Employee further acknowledges
      that he has carefully reviewed the provisions of this Undertaking, he
      fully understands the consequences thereof and he has assessed the
      respective advantages and disadvantages to him of entering into this
      Undertaking.

      In light of the above provisions, the Employee represents and undertakes:

      2.1.  That during the term of his employment in the Company and for a
            period of twelve (12) months thereafter, he shall not engage,
            establish, open or in any manner whatsoever become involved,
            directly or indirectly, either as an employee, owner, partner,
            agent, shareholder, director, consultant or otherwise, in any
            business, occupation, work or any other activity which is reasonably
            likely to involve or require the use of any of the Company's Major
            Assets.

      2.2.  That during the term of his employment in the Company and for a
            period of twelve (12) months thereafter, he shall not render
            services similar to his duties as COO or interim CEO of the Company,
            to any entity or business which competes with the Company or its
            parent, subsidiary or affiliated companies directly or indirectly.

      2.3.  That during the term of his employment in the Company and for twelve
            (12) months thereafter, not to induce any employee of the Company or
            of any of its parent, subsidiary or affiliated companies to
            terminate such employee's employment therewith, and that he has not
            engaged in such solicitation activities since the beginning of his
            employment in the Company (and any of its parent, subsidiary and
            affiliated companies).

3.    OWNERSHIP OF INVENTIONS.

      The Employee will notify and disclose to the Company, or any persons
      designated by it, all information, improvements, inventions, formulae,
      processes, techniques, know-how and data, whether or not patentable, made
      or conceived or reduced to practice or learned by the Employee, either
      alone or jointly with others, since the beginning of his employment in the
      Company (and any of its parent, subsidiary and affiliated companies) and
      anytime thereafter (including after hours, on weekends or during vacation
      time) (all such information, improvements, inventions, formulae,
      processes, techniques, know-how, and data are hereinafter referred to as
      the: "INVENTIONS" or "INVENTION") immediately upon discovery, receipt or
      invention as applicable. In the event that the Employee, for any reason,
      refrains from delivering the Invention upon grant of notice regarding the
      Invention, as described above, the Employee shall notify the Company of
      the Invention and specify in such notice the date in which the Invention
      shall be delivered to the Company and the reason for delay in such
      delivery. The Invention shall be delivered as soon as possible
      thereinafter.

      Delivery of the notice and the Invention shall be in writing, supplemented
      with a detailed description of the Invention and the relevant
      documentation. The Employee agrees that all the Inventions shall be the
      sole property of the Company, and the Company shall be the sole owner of
      all patents and other rights in connection with such Inventions. The
      Employee hereby assigns to the Company any rights the Employee may have or
      acquire in such Inventions. In order to avoid any doubt, it is hereby
      clarified that a lack of response from the Company with respect to the
      notice of the Invention or of its delivery, shall not be considered a
      waiver of ownership of the Invention, and in any event the Invention shall
      remain the sole property of the Company.

      The Employee further agrees as to all such Inventions to assist the
      Company, or any persons designated by it, in every proper way to obtain
      and from lime to time enforce such Inventions in any way including by way
      of patents over such Inventions in any and ail countries, and to that
      effect the Employee will execute all documents for use in applying for and
      obtaining patents over and enforcing such Inventions, as the Company may
      desire, together with any assignments of such Inventions to the Company or
      persons or entities designated by it.

                                      - 7 -
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      The Employee shall not be entitled, with respect to all of the above, to
      any monetary consideration or any other consideration except as explicitly
      set forth in its employment agreement, or in any other written agreement
      or arrangement signed by the Company. With respect to all of the above
      any, oral understanding, communication or agreement not duly signed by the
      Company shall be void.

4.    GENERAL.

      4.1.  The Employee acknowledges that the provisions of this Undertaking
            serve as an integral part of the terms of his employment and reflect
            the reasonable requirements of the Company in order to protect its
            legitimate interests with respect to the subject matter hereof. If
            any provision of this Undertaking (including any sentence, clause or
            part thereof) shall be adjudicated to be invalid or unenforceable,
            such provision shall be deemed amended to delete there from the
            portion thus adjudicated to be invalid or unenforceable, such
            deletion to apply only with respect to the operation of such
            provision in the particular jurisdiction in which such adjudication
            is made. In addition, if any particular provision contained in this
            undertaking shall for any reason be held to be excessively broad as
            to duration, geographical scope, activity or subject, it shall be
            construed by limiting and reducing the scope of such provision so
            that the provision is enforceable to the fullest extent compatible
            with applicable law.

      4.2.  The provisions of this Undertaking shall continue and remain in full
            force and effect from the beginning of the employment of the
            Employee in the Company and following the termination such
            employment relationship for whatever reason. This Undertaking shall
            not serve in any manner as to derogate from any of the Employee's
            obligations and liabilities under any applicable law or agreement.

                                                         Yaron Meerfeld
                                                    ----------------------------
                                                         Name of Employee

                                                         /s/ Yaron Meerfeld
                                                    ----------------------------
                                                             Signature

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